Statement of Changes in Beneficial Ownership (4)
May 17 2021 - 6:35PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Robertson Stephen |
2. Issuer Name and Ticker or Trading Symbol
WillScot Mobile Mini Holdings Corp.
[
WSC
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
|
(Last)
(First)
(Middle)
4646 E. VAN BUREN STREET,, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/13/2021 |
(Street)
PHOENIX, AZ 85008
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common stock, par value $0.0001 per share | 5/13/2021 | | X | | 2425000 | A | $11.50 | 44838058 (2) | I (3)(4) | See footnotes (3)(4) |
Common stock, par value $0.0001 per share | 5/13/2021 | | S(1) | | 948200 | D | $29.41 | 43889858 (2) | I (3)(4) | See footnotes (3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Private Placement Warrants | $5.75 | 5/13/2021 | | X | | | 4850000 | (5) | (5) | Common Stock, par value $0.0001 per share | 2425000 | $0 | 0 | I (3)(4) | See footnotes (3)(4) |
Explanation of Responses: |
(1) | Pursuant to the Warrant Agreement dated as of September 10, 2015, on May 12, 2021, Sapphire Holding S.a.r.l ("Sapphire") exercised warrants to purchase 2,425,000 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), for $11.50 per share. Sapphire paid the exercise price on a cashless basis, resulting in the Issuer withholding 948,200 shares of Common Stock otherwise issuable by exercise of the warrant to pay the exercise price, and issuing to Sapphire the remaining 1,476,800 shares of Common Stock. |
(2) | Includes 100,000 shares of Common Stock owned directly by the Reporting Person. The remaining shares of Common Stock beneficially owned are held by Sapphire. As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. Each of TDR Capital II Holdings L.P., TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed to be the beneficial owner of all or a portion of the securities reported herein. |
(3) | As sole shareholder of Sapphire, TDR Capital II Holdings L.P. may be deemed the beneficial owner of such shares of Common Stock held by Sapphire. As manager of TDR Capital II Holdings L.P., TDR Capital LLP may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. As founding partners of TDR Capital LLP, Stephen Robertson and Manjit Dale may be deemed the beneficial owners of such shares of Common Stock held by Sapphire. Each of TDR Capital II Holdings L.P., TDR Capital LLP, Stephen Robertson and Manjit Dale (the "Reporting Persons") may be deemed to be the beneficial owner of all or a portion of the securities reported herein. |
(4) | Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer, except to the extent of his pecuniary interest therein. The filing of this report shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the Reporting Persons are the beneficial owners of any of the securities reported herein. |
(5) | The Private Placement Warrants became exercisable on December 29, 2017 and expire at 5pm, New York City time, on November 29, 2022, or earlier upon redemption or liquidation. |
Remarks: Sapphire, TDR Capital II Holdings L.P., TDR Capital LLP and Manjit Dale are jointly filing a separate Form 4 disclosing his beneficial ownership interest in the Common Stock, which was submitted on the Securities and Exchange Commission's EDGAR system on or about the date hereof. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Robertson Stephen 4646 E. VAN BUREN STREET, SUITE 400 PHOENIX, AZ 85008 | X | X |
|
|
Signatures
|
/s/ Stephen Robertson | | 5/17/2021 |
**Signature of Reporting Person | Date |
WillScot Mobile Mini (NASDAQ:WSC)
Historical Stock Chart
From Mar 2024 to Apr 2024
WillScot Mobile Mini (NASDAQ:WSC)
Historical Stock Chart
From Apr 2023 to Apr 2024